Blog Archives

M&A Buyer Challenges Seller’s NY Anti-Reliance Clause in Fraud Suit

Explore the intricacies of M&A transactions through the lens of a recent legal battle in Brooklyn, where a buyer challenges a seller’s anti-reliance clause after a business deal goes awry. This insightful blog delves into the importance of clearly defining

Posted in anti-reliance clause, fraud in business sale Tagged with: , , , , , , , , , , , , , , , , , , ,

Legal Clash: M&A Buyer and Seller Tangle in Federal Court Over Post-Closing Payment Dispute

Dive into the realm of M&A legal intricacies with our latest blog post, ‘Legal Clash: M&A Buyer and Seller Tangle in Federal Court Over Post-Closing Payment Dispute.’ Explore the nuances of acquisition agreements, post-closing conflicts, and federal court litigation as

Posted in Problems with Deferred Purchase Price, Problems with description of purchase price Tagged with: , , , , , , , , , , , , ,

Challenging a M&A Buyer’s Good Faith in an Earnout Dispute

Explore the intricacies of M&A earnouts and legal disputes in this compelling blog post dissecting the Butler v. Ferguson Enterprises Inc. case. Gain valuable insights into contract negotiations, operational matters, and the pivotal role of judicial scrutiny in post-closing disputes.

Posted in problems with earnouts Tagged with: , , , , , , , , , , , , , , , , , , , , , , , , , , ,

Navigating Earnout Disputes in M&A: Insights from Dolce v. WTS International, LLC

Delve into the intricate world of M&A earnouts with insights from the landmark Dolce v. WTS International, LLC case. Explore the complexities and risks involved in earnout disputes, including the crucial role of EBITDA calculations. Gain valuable lessons on navigating

Posted in problems with earnouts Tagged with: , , , , , , , , , , , , , , , , , , ,

Can Buying a Business’s Assets Make You Responsible for Existing Contracts?

Explore the legal implications of purchasing a business’s assets instead of the entire company. Learn how seemingly innocuous actions can lead to contract assumption and potential liabilities, as illustrated by a real case involving a bar purchase in Boise. May

Posted in asset seller's liabilities, implied assumption of seller contract/liability Tagged with: , , , , , , , , , , , , , ,

When Setoff Applies in Asset Purchase Agreements for Indemnification Claims

Explore the complexities of setoff in asset purchase agreements for indemnification claims. Learn how post-closing payments can be impacted by unresolved issues between buyers and sellers. Case analysis included. March 19, 2020 Introduction: After acquiring a business, buyers sometimes uncover

Posted in offset or setoff provision Tagged with: , , , , , , , ,

The Limits of Trust: Understanding Fraud Claims in M&A Revenue Projections

Dive into the intricacies of M&A negotiations with our latest blog post, ‘The Limits of Trust: Understanding Fraud Claims in M&A Revenue Projections.’ Explore real-world cases shedding light on the fine line between optimism and accountability in the dynamic world

Posted in fraud in business sale, revenue and profit projections Tagged with: , , , , , , , , , , , , , ,

M&A Buyer Unable to Challenge Net Working Capital Purchase Price Adjustment

Explore the intricate world of M&A purchase price adjustments through a compelling legal saga. Uncover the complexities and pitfalls of net working capital valuation in mergers and acquisitions. Delve into a recent case revealing the challenges faced by buyers in

Posted in mutual mistake, net working capital adjustment, reformation of contract Tagged with: , , , , , , , , , , , , , , , , , , , , , , ,

Recent Comments

Categories